Essay
LML sem 2 ass 01
- Course
- Company Law (LML4806)
- Institution
- University Of South Africa (Unisa)
LML 4806 semester 2 assignment 01 solutions
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Module Code: LML 4806Assignment No: 01
Unique Code: 818236
Question 1
The Companies Act 71 of 2008 in South Africa provides an exception to the general
rule that shareholders' resolutions must be voted on at properly constituted
meetings.1 This exception is detailed in Section 60 of the Companies Act2, which
provides for the passing of resolutions other than at a meeting, a process often
referred to as a "written resolution" or "round-robin resolution".3
According to Section 60(1), a resolution may be proposed and passed without the
need for a formal meeting, provided it is submitted to the shareholders of the
company and voted on in writing by persons entitled to exercise sufficient voting
rights in relation to the resolution.4
However, the company's Memorandum of Incorporation (MOI) may specify a
different manner for the passing of such resolutions or impose certain restrictions or
requirements.5 This makes the decision-making process more flexible and efficient,
especially in cases where it is difficult to convene a formal meeting.6 It is worth
mentioning that the Act specifies different thresholds for different types of
resolutions.7 For instance, a special resolution typically requires a 75% approval rate
of voting rights, while an ordinary resolution might only require a simple majority.8
.
.Question 2
1
Companies Act 71 of 2008, s 65(1)
2
Companies Act 71 of 2008, s 60
3
Cassim, FHI et al. "Contemporary Company Law", 2nd ed (2012) Juta Law, p. 367
4
Companies Act 71 of 2008, s 60(1)
5
Companies Act 71 of 2008, s 15(2)(a) and s 15(3)
6
Botha, D. "The Law of Companies", 4th ed (2011) LexisNexis, p. 293
7
Companies Act 71 of 2008, s 65(7)-(9)
8
Companies Act 71 of 2008, s 65(9)
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